This
letter establishes what will be the terms of your employment with the
Jones Soda Co. (the “Company”) as its Chief Executive
Officer if you accept this offer.

Effective
Date and Responsibilities

If
you accept this offer of employment by fulfilling the conditions set
forth later in this letter, the effective date of your employment
pursuant to this letter will be the later of the date of this letter
and the date on which you provide the Company evidence of your
eligibility to be employed by the Company in the United States (the
“Effective Date”). This offer of employment is contingent
on you providing such evidence. The Company will take reasonable
steps to procure such eligibility on your behalf and will be
responsible for the fees related to petitioning for H-1B status to
enable you to be employed with the Company.

You
will perform the duties customarily performed by the Chief Executive
Officer of a corporation which is, in all respects, similar to Jones
Soda and such other duties as may be assigned from time to time by
the Board of Directors of the Company. Your role as Chief Executive
Officer is a full time position and, once your employment commences,
you are expected to be based in Seattle, Monday through Friday, or be
traveling on Company business, for at least three weeks out of each
month. You may work remotely for no more than one week per month
(excluding travel relating to Company business).

Until
the Effective Date, you will continue to serve as an independent
contractor to the Company (in the role of Chief Executive Officer),
with your services being provided primarily from Canada. During this
period, your compensation will be $20,000 per month, effective May 1,
2008, and your independent contractor relationship may be terminated
by the Company with or without cause.

Compensation
and Benefits

Once
your employment becomes effective, your compensation and benefits
will be as follows:

Annual Base Salary:

$245,000, payable
twice a month in accordance with the Company’s standard
payroll practice and subject to applicable withholding taxes.

Annual Bonus
Opportunity:

Your annual bonus
opportunity for the year ending April 30, 2009 will be
up to $160,000, payable in the sole and absolute discretion of
the Board of Directors (on the recommendation of the Compensation
Committee) based on the achievement of performance objectives to
be agreed upon between you and the Compensation Committee, and
approved by the Board of Directors, within 30 days after the date
of this letter. Such performance objectives shall include
objectives that are tied to the Company’s 2008 and 2009
budgets and operating plans and such other factors as may by
approved by the Compensation Committee and the Board of
Directors.

Benefits:

Medical and dental
coverage for you under the Jones Soda Co. plan in accordance
with, and subject to, the terms thereof (including, without
limitation, the terms relating to eligibility and enrollment);
provided, however, that the Company will use commercially
reasonable efforts to cause its insurance carrier to waive the
three-month eligibility requirement so that your coverage can
commence as of the Effective Date.

You will be eligible
to participate in Company’s 401(k) retirement plan in
accordance with, and subject to, the terms thereof (including,
without limitation, the terms relating to eligibility and
enrollment).

Corporate Housing:

The Company will
provide you with corporate housing in Seattle.

Vacation:

Four weeks per year.

Stock Options:

Subject to approval
by the Compensation Committee, you will be granted an option to
purchase 160,000 shares of the Company’s common stock. The
exercise price of your stock option grant will be equal to the
closing price of the Company’s common stock on the date of
the grant (as reported on The Nasdaq Stock Market). The option
will vest in equal installments every six months over forty-two
months and expire ten years from the date of grant. The vesting
commencement date will be May 1, 2008. Vesting will, of course,
depend on your continued service to the Company, either as an
employee, director, independent contractor or other capacity
approved by the Compensation Committee.

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Your option will be
subject to the terms and conditions of the Company’s 2002
Stock Option and Restricted Stock Plan (the “2002 Plan”)
and will be documented by delivery to you of a Stock Option
Letter Agreement specifying the terms and conditions of the
option.

Severance and Change
in Control Benefits:

If, after the
Effective Date and before May 1, 2009, the Company terminates
your employment as Chief Executive Officer without Cause (as
defined below) or you terminate your employment for Good Reason
(as defined below), or if, while you are employed by the Company
and prior to May 1, 2009, the Company consummates a Corporate
Transaction (as defined in the 2002 Plan), you will be entitled
to:

• A
lump sum payment equal to your then effective annual base salary
(payable on the date of your termination or the date of the
Corporation Transaction, as applicable); and

• Immediate
vesting of the unvested portion of your stock option granted
pursuant to this letter.

The severance and
change in control benefits described above may only be extended
beyond April 30, 2009 by separate written agreement between you
and the Company.

For purposes of this
letter, “Cause” is defined as:

• Conviction
of any felony or misdemeanor;

• Breach
of the Jones Soda Code of Ethics or Insider Trading Policy or
Jones Regulation FD policies, as now in effect or as modified in
the future; provided, however, that, if the breach is curable, it
shall not constitute “Cause” if such breach is cured
within 30 days after the receipt by you of written notice from
the Company of the breach;

• Theft
or embezzlement from Jones Soda; or

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• Attempt
to obstruct or failure to cooperate with any investigation
authorized by Jones Soda or any governmental or self-regulatory
entity; provided, however, that, if such obstruction or failure
to cooperate is curable, it shall not constitute “Cause”
if such obstruction or failure to cooperate is cured within 30
days after the receipt by you of written notice from the Company
of such obstruction or failure to cooperate.

For purposes of this
letter, “Good Reason” is defined as a material
reduction in your then-current base salary unless such reduction
is part of a reduction in salary that affects all executive
officers of the Company at a substantially similar percentage of
magnitude. Notwithstanding the foregoing, your termination will
not be for “Good Reason” unless (i) you notify
the Company in writing of the reduction which you believe
constitutes “Good Reason” within 90 days of its
initial occurrence (and such reduction is, in fact, material),
(ii) the Company fails to remedy such reduction within 30
days after the date on which it receives such notice (the
“Remedial Period”), and (iii) you actually
terminate employment within 30 days after the expiration of the
Remedial Period and before the Company has remedied such
reduction.

The severance and
change of control payments described above are intended to
qualify for the short-term deferral exception to Section 409A
of the Internal Revenue Code of 1986, as amended
(“Section 409A”), described in Treasury
Regulation Section 1.409A-1(b)(4) to the maximum extent
possible, and to the extent they do not so qualify, they are
intended to qualify for the involuntary separation pay plan
exception to Section 409A described in Treasury Regulation
Section 1.409A-1(b)(9)(iii) to the maximum extent possible.
To the extent Section 409A is applicable to such payments,
this letter is intended to comply with Section 409A.
Notwithstanding any other provision of this letter to the
contrary, this letter shall be interpreted, operated and
administered in a manner consistent with such intentions, so as
to avoid subjecting you to any penalty tax under Section 409A
with respect to such amounts payable under this letter. Without
limiting the generality of the foregoing, and

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notwithstanding any
other provision of this letter to the contrary, to the extent
required in order to avoid subjecting you to a penalty tax under
Section 409A, amounts that would otherwise be payable under
this letter during the six-month period immediately following
your separation from service, within the meaning of Section 409A,
shall instead be accumulated and paid on the first business day
after the date that is six months following your separation from
service.

Employment
At Will

If
you accept our offer of employment and you employment becomes
effective, you will be an employee-at-will, meaning that either you
or the Company may terminate our relationship at any time for any
reason, with or without cause. Any statements to the contrary that
may have been made to you, by the Company, its agents, or
representatives, whether orally or in writing, are superseded by and
canceled by this offer letter. As noted above, if we terminate your
employment without “Cause” or you terminate your
employment for “Good Reason” after the Effective Date and
on or before April 30, 2009, you will be entitled to the
severance benefits outlined above.

Confidentiality
and Noncompetition Agreements

As
a condition of your employment, you will be required to sign the
enclosed Confidentiality Agreement and Noncompetition Agreement. The
Company’s willingness to grant you the compensation and other
benefits referred to above is based in significant part on your
commitment to fulfill the obligations specified in these agreements.

You
should understand that the Noncompetition Agreement will
significantly restrict your future flexibility in many ways. For
example, you will be unable to seek or accept certain employment
opportunities for a period of 12 months after you leave the Company.
Please review the Confidentiality Agreement and Noncompetition
Agreement carefully and, if appropriate, have your attorney review it
as well.

Steps
to Take to Accept Employment

If
you wish to accept employment with the Company, please do the
following:

1.

Sign both
copies of this letter;

2.

Sign both
copies of the enclosed Confidentiality Agreement;

3.

Sign both
copies of the enclosed Noncompetition Agreement;

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3.

Retain for
your files one of the copies of each of the documents you executed

4.

Return the
other signed copy of each document to me.

You
will also be required to sign, promote and enforce our Code of
Conduct. Also, by signing this agreement, you represent that you are
under no contractual commitments inconsistent with your obligations
to Jones Soda Co.

Final
Conditions

If
you accept employment with the Company by performing all of the above
steps, this offer letter will set forth the terms of your employment.
This letter supersedes any previous discussions or offers, no matter
what their source. Any future modifications of or additions to the
terms set forth in this letter will be of no effect unless in writing
and signed by you and an authorized member of the Compensation
Committee of the Board of Directors of the Company. This letter, as
well as the Confidentiality Agreement and the Noncompetition
Agreement, may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different
parties hereto and thereto in separate counterparts, each of which
when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.

I
hope that you will accept this offer and look forward to a productive
and mutually beneficial working relationship. Please let me know if I
can answer any questions for you about any of the matters outlined in
this letter.

Sincerely,

/s/ Michael Fleming

Michael Fleming

Member, Compensation
Committee of the Board of Directors of Jones Soda Co.

ACCEPTANCE

I
accept employment with Jones Soda Co. under the terms set forth in
this letter:

/s/ Stephen C. Jones

June 3, 2008

Signature

Date

Printed
Name: Stephen C. Jones

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Exhibit 10.29

FIRST
AMENDMENT TO

EMPLOYMENT
OFFER LETTER

This
First Amendment (this “Amendment”) to the Employment
Offer Letter (the “Offer Letter”), dated as of August 15,
2008, between Jones Soda Co., a Washington corporation (“Employer”),
and Michael O’Brien (“Employee”) is entered into on
December 29, 2008.

WHEREAS,
Employer and Employee wish to document an amendment to the Offer
Letter;

NOW,
THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, Employer and Employee
hereby agree that, effective January 1, 2009, the Offer Letter
shall be amended as follows:

1. The
Section entitled “Severance” is deleted in its entirety
and replaced with the following:

Severance:

If the Company terminates your employment without Cause (as
defined below) (a) more than ninety (90) days after the
beginning of your employment with Jones Soda or (b) at any
time after the occurrence of a material change in your reporting
structure, and you are not entitled to severance benefits under
the next paragraph, you will receive six (6) months severance
at your then base salary, payable in equal installments on each of
the Company’s regularly scheduled pay days during the six
(6) month period immediately following your termination date.

If the Company terminates your employment without Cause more
than twelve (12) months after the beginning of your
employment with Jones Soda or if the Company or its successor
terminates your employment without Cause in connection with a
“Corporate Transaction” (as defined in the Company’s
2002 Stock Option and Restricted Stock Plan), you will receive the
following severance benefits:

(i)

twelve (12) months of your then current base salary,
payable in equal installments on each of the Company’s
regularly scheduled pay days during the twelve (12) month
period immediately following your termination date;

(ii)

A lump sum payment equal to the last target bonus you received,
paid within two and one-half (2-1/2) months following your
termination date;

(iii)

If, as a result of your termination, you and your spouse and
dependent children are eligible for, and timely (and properly)
elect, to continue your coverage under the Company’s group
health plans in accordance with Section 4980B(f) of the
Internal Revenue Code of 1986, as amended (“COBRA”),
the Company will pay the premium for such coverage for a period of
twelve (12) months following your termination date or until
you are no longer entitled to COBRA continuation coverage under
the Company’s group health plans, whichever period is
shorter; and

For purposes of Code Section 409A (as defined below), each
installment or other payment made pursuant to this severance
section shall be treated as a separate payment. Moreover, all
amounts payable pursuant to this Section shall be reduced for
applicable deductions and tax withholding.

In order to receive the severance benefits described above, you
must first sign (and not revoke) a complete release in a form
acceptable to Jones Soda releasing any claims against Jones Soda
and its directors, executives and employees, which release will be
given to you on your termination date and must become effective
within thirty (30) days thereafter. Severance benefits which
would have been paid during such thirty (30) day period shall
be paid on the first regularly scheduled pay day occurring at
least thirty-one (31) days after your termination date,
provided you have executed (and not revoked) the release described
above.

No severance or vesting will be provided if you are terminated
for Cause. Cause is defined as:

(i)

Conviction of a crime, other than misdemeanor traffic offenses;

(ii)

Breach of Jones Soda’s Code of Ethics or Insider Trading
Policy or Jones Regulation FD policies, as now in effect or
as modified in the future;

(iii)

Attempt to obstruct or failure to cooperate with any
investigation authorized by Jones Soda or any governmental or
self-regulatory entity; or

(iv)

Willful failure or refusal to perform your duties that results
in a material adverse effect on Jones Soda.

2. The
paragraph addressing Section 409A is deleted in its entirety and
replaced with the following:

This letter (and the payments and benefits hereunder) are
intended to be exempt from the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (“Section
409A”) to the maximum extent possible, whether pursuant to
the short-term deferral exception described in Treasury
Regulation Section 1.409A-1(b)(4), the involuntary
separation pay plan exception described in Treasury
Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To
the extent Code Section 409A is applicable to such payments
and benefits, the parties intend that this letter (and such
payments and benefits) shall comply with the deferral, payout and
other limitations

2

and restrictions imposed under Section 409A and the
regulations, rulings and other guidance issued thereunder.
Notwithstanding any other provision of this letter to the
contrary, this letter shall be interpreted, operated and
administered in a manner consistent with such intentions. Without
limiting the generality of the foregoing, and notwithstanding any
other provision of this letter to the contrary, with respect to
any payments and benefits under this letter to which Section 409A
applies, all references in this letter to termination of your
employment are intended to mean your “separation from
service,” within the meaning of Section 409A(a)(2)(A)(i).
In addition, if you are a “specified employee,” within
the meaning of Code Section 409A(a)(2)(B)(i), when you
separate from service, within the meaning of
Section 409A(a)(2)(A)(i), then to the extent necessary to
avoid subjecting you to the imposition of any additional tax under
Section 409A, amounts that would otherwise be payable under
this letter during the six-month period immediately following your
separation from service shall not be paid to you during such
period, but shall instead be accumulated and paid to you (or, in
the event of your death, to your estate) in a lump sum on the
first business day following the earlier of (a) the date that
is six months after your separation from service or (b) your
death.

IN
WITNESS WHEREOF, the parties have executed and entered into this
Amendment on the date set forth above.